1.Flat Rock Inc. needed to raise 4 million in I year through the sale of stock but did not want to have to file a Registration Statement. Which of the following would work for them under Rule 505?

a. Don't advertise the stock and sell to an unlimited number of accredited investors but no more than 35 unaccredited investors.

b. Advertise thc stock but only sell to accredited investors.

c. Advertise the stock but only sell to less than 35 unaccredited investors.

d. Don't advertise the stock, sell unrestricted stock, and sell to an unlimited number of accredited and unaccredited investors.

2.Platte Valley Shooting Club Inc. is a group of local individuals that enjoy target shooting. They recently have been presented with the opportunity to purchase a piece of land that is suitable for building a permanent shooting range. The cost of the land plus the estimated cost of building a club house, shooting stations and equipment is estimated at $2 million dollars. The proceeds will be used to buy the land and build the shooting range as well as to offer classes on gun safety and shooting to central Nebraska. They plan to sell stock to local residents in order to raise the funds to do this project and restrict the investors from selling

their stock for at least 9 months. They do not plan to provide an offering circular to investors. To avoid having to go through the full registration process and IPO, what exemption under the 1933 Act or other alternative would work best in this situation? a. Rule 147 Intrastate Offering

b. Crowd Funding under the JOBS ACT

c. Regulation A, Small Public Offering

d. Regulation D Rule 504

3.Zoey owns 14% of the stock in Blue Sky Airlines Inc. and also sits on the board of Directors. She learns that Blue Sky has recently acquired highly sought after landing rights to 4 large metropolitan airports. Over

the next 5 months Zoey buys and sells Blue Sky stock for a large profit. Which of the following statement is true regarding the 1934 Act?

a. Zoey has violated Section 16 by making short swing profits.

b. Zoey violated Section 16 and Section IO(b) only if she had "Scienter".

c. Zoey has violated Section 16 only if the information was material,

d. Zoey has automatically violated rule I Ob-5 even if the information about the landing rights was public.

4.The SEC's antifraud Rule I Ob-5 prohibits trading on the basis of Inside non-public information of a business corporation' s stock by

a. Officers and directors only.

b. Anyone who breaches a fiduciary duty and bases his/her trading activities on the inside information

c. Anyone who obtains inside information..

d. Employees only.

5.Ed, a vice-president of Palmette Products, Inc., owns 1,000 shares of his company's stock and also serves on the Board of Directors. Ed becomes aware of a potential merger between Palmette and Gillete. This information is confidential and not available to the public. In which situation would Ed be permitted to legally sell some of the stock to pay for his child's tuition to attend Stanford?

a.If Ed reported his trades to the SEC within 2 days of the sale.

b.Never, Ed can never trade stock in Palmette if he is privy to confidential information.

c.If Ed committed to an advanced plan to sell the stock.

d. If Ed subsequently resigned his position on the Board to avoid a conflict of interest.

6. In the JOBS ACT of 2012, a provision was included to permit entrepreneurs to sell stock over the internet to main street investors. This is known as "crowd tnding". The goal of this provision in the federal law was: a. help entrepreneurs raise money quickly when they can't attract attention from venture capitalists or deep-pocketed investors.

b. to eliminate fraud when individuals invest in start-up businesses.

c. increase the amount of regulation by the SEC over start-up businesses in order to prevent

embezzlement.

d. To prevent start-up businesses from failing.

7. For purposes of federal securities regulation, a security is best defined as

a.Any interest or instrument specifically mentioned in the Securities Act of 1933 or theSecurities and Exchange Act of 1934.

b.An investment of money in a common enterprise in expectation of earning a profit primarily through the efforts of others.

c.Any interest or instrument commonly known as a security.

d.Any investment of money or property intended to yield a profit.

8. Dismal River Ranch Inc, needs to raise 10 million. Investors will come from all over the u.s. in order to avoid having register the securities, which exemptions will work best for them?

a. rule 147

b. regulation d rule 506

c. regulation a tier 1

d. regulation d rule 505

9.Larry was working at his job at the landfill when he got off his tractor to take a break. He noticed somepapers on the ground and went to throw them on a pile. As he held the papers he saw a confidential report from MegaCorp stating it would be announcing the development of a new super computer in twoweeks. Larry has no relationship with MegaCorp. Larry mortgaged his house and borrowed all themoney he could to purchase $200,000 worth of MegaCorp stock. Larry bought the stock for $32 share. When the announcement was made public, MegaCorp's stock skyrocketed. Under federal securities law, Larry would be considered:

a. a sophisticated investor

b. an insider

c. a stranger

d. a tippee

10. Sand Inc, plans to issue securities for sale to the public in order to raise $7 for their national operation. Sand plans to offer the stock privately to investors throughout the u.s. without advertising, issue restricted stock to up to 35 unaccredited investors and the rest to accredited investors. What exemption under the 1933 Act will work for them?

a. regulation d rule 506

b. regulation d rule 504

c. rule 147 intrastate offering

d. regulation d rule 505